General Terms and Conditions
1. SCOPE OF APPLICATION
These General Terms and Conditions (GTCs) apply to all business transactions with our clients. Provisions that conflict with these GTCs apply only if they have been expressly approved in writing. The client accepts these GTCs by placing an order. Contracts are concluded in the name and for the account of SprachUnion (owner: András Drencsényi, Annaberger Str. 240, 09125 Chemnitz, Germany, VAT identification no.: DE288695090).
2. ORDER PLACEMENT
Orders placed must clearly identify the object of the transaction. Verbal ancillary agreements and changes to orders are subject to approval and require our written confirmation. We shall not be liable for any delays or defects in the execution caused by incorrect, incomplete, misleading or illegible information provided by the client, including information in the specifications for the translation. This also applies to incorrect or incomplete transfers of the source text and to delays or defects arising due to misleading or incorrect formulations in the source text. We are entitled to cancel an order after confirming it without any reservations if we subsequently receive unsatisfactory information concerning the client. We are to be granted a reasonable period of time to complete the translation. All times stated in order correspondence are in Central European Time (CET). We will confirm receipt of the text sent by the client in writing. An order shall be deemed to have been placed only if we have confirmed it in writing.
3. CLIENT’S OBLIGATION TO COOPERATE AND PROVIDE INFORMATION
The client must inform us of any special specifications for the translation (delivery of the translation on data carriers, number of copies, external form of the translation, use of terminology and so forth) at the latest when the order is placed. The client must provide the information and documents required to produce the translation. In some cases (for example, translations from Cyrillic languages), the client is requested to provide the names appearing in the document in Romanised spelling. The client is subject to a comprehensive obligation to co-operate and undertakes to check that every deliverable delivered by us is free from defects and usable for its intended purpose before using the deliverable in any other way. Acceptance of the service or delivery, including partial deliveries, is a primary obligation of the client. If the client refuses acceptance or fails to accept the service or delivery, they shall be in default of acceptance without any further reminders being required and liable for all damages incurred. If the client has not fulfilled their duty to co-operate comprehensively and in good time, consequential damages are excluded from liability.
4. QUOTATIONS, PRICES AND PAYMENT TERMS
All quotations and prices are subject to change. They may be adjusted to actual circumstances and changed expenditure without the need for separate notification. Unless another currency has been agreed, prices are in euros. Payments are to be made by bank transfer or via other payment services (for example, by PayPal) after we have accepted the order. The order will not be executed until payment has been received. Any provisions deviating from this require our explicit consent. The prices we state in our quotations are net prices with tax surcharges (for example, VAT) indicated separately. Unless expressly agreed in writing, special payment terms, early-payment discounts or other deductions will not be granted. Special services that go beyond pure translation work are subject to a surcharge or are remunerated on the basis of actual costs. The prices quoted are the total price per document including shipping. Urgent orders and weekend work may require an additional charge and will be clearly indicated.
5. PERFORMANCE AND RECTIFICATION OF DEFECTS
Translation orders are completed to the best of our knowledge and belief. Unless the client has provided separate instructions or documents, technical terms shall be translated using the standard lexicographically acceptable or generally understandable terms in the target language and within the specialised field. Complaints and defect notices must be made in writing, stating the defect. All defect notices will be excluded after two weeks have elapsed following the delivery of the translation or the rendering of the service in the case of obvious defects, after four weeks have elapsed following the delivery of the translation or the rendering of the service in the case of identifiable defects, and after two weeks following the discovery of a concealed defect. If the client has provided and submitted proper notice of the defect, they shall be entitled to rectification, exchange, a reduction in the price or rescission. If the defect cannot be remedied by rectification or replacement delivery, these rights will be replaced by the right to a reduction in the price or rescission. Further claims against SprachUnion, owned by András Drencsényi, as well as any further claims in relation to our vicarious agents are excluded. Client-specific preferences with regard to the interpretation of the source text and the style of the translation do not constitute a defect and are therefore not grounds for complaint unless they were explicitly agreed in writing before the order was placed. Defects in the translation that are due to poorly legible, incorrect or incomplete text templates or erroneous or incorrect terminology do not fall within the translator’s responsibility and are therefore the client’s responsibility. We shall perform the services ordered and accepted by us in accordance with the order and in compliance with these GTCs. Unless otherwise agreed in writing, we prepare and deliver a working translation. We are not liable to provide any performance that goes over and above that set out in the order. Where orders require the provision of performance to be divided between several employees, no guarantee can be given for the use of consistent terminology.
6. EXECUTION BY THIRD PARTIES
We reserve the right to call upon third parties to execute all services and transactions. In principle, the business relationship exists solely between the client and SprachUnion, owned by András Drencsényi. Any contact between the client and a third party engaged by us requires our written consent. In addition, no offers, whether oral, in writing or expressed by other means, pertaining to the exercise of activities in connection with the client may be made to third parties engaged by us. The solicitation of our employees without our express written consent will be penalised with a claim for damages. We are liable only for the careful selection of third parties.
7. LIABILITY AND DELIVERY DEADLINES
Delivery deadlines are stated to the best of our knowledge and belief and can only ever be estimated delivery dates. They do not constitute a binding assurance. The client is obliged to accept any partial deliveries under the agreed conditions. The delivery deadline commences on the date on which the order confirmation is issued, but not before complete clarification of the details of its execution. The delivery date shall be deemed to have been met if the completed order has been dispatched on time based on the date/time of the sending of the email or the postmark. The client shall be entitled to rescind the contract or to perform the service themselves only in cases of delay in performance, rectification of defects and impossibility for which we are responsible and in other cases only if the deadline has been significantly exceeded and the client has set a reasonable grace period. We shall not be liable for any damages incurred by the client as a result of a delay in delivery or an inadequate translation. Liability for damage to or loss of the materials provided by the client is excluded. The client must ensure that their data is adequately backed up. In transactions with a merchant (Kaufmann), we shall be liable for late delivery, non-fulfilment, our vicarious agents and for cases of slight negligence only insofar as material contractual obligations have been breached, and we shall not be liable for consequential damages caused by defects, other indirect damages and loss of profit. Liability in transactions with merchants and non-merchants in cases of slight negligence is limited to twice the invoice value of the deliverable or service that has caused the damage and to a maximum of twenty thousand euros. In transactions with merchants, our liability in cases of intent and gross negligence on the part of our vicarious agents shall be limited to three times the invoice value of the deliverable or service that has caused the damage and to a maximum of thirty thousand euros. The obligation to pay damages set out herein shall be limited in all cases to typical direct damages that are foreseeable at the time of the conclusion of the contract. The limitations on liability shall be reduced to one third in transactions with a merchant if the client is insured against damage caused by us.
8. THIRD-PARTY RIGHTS
The client shall ensure that no third-party rights to the information, documents and other items provided to us prevent the production of a derivative work or the utilisation, reproduction and/or publication of a derivative work. The client shall indemnify us and our subcontractors against any liability for third-party claims based on the use, production of a derivative work, utilisation or reproduction of the information, documents and other items or their derivative works.
9. CONFIDENTIALITY AND SECRECY
All information and documents provided by the client in connection with the order will always be treated confidentially. We accept no liability for so-called third parties, such as translators or vicarious agents engaged by us, in the event of a breach. However, third parties engaged by us are obliged to maintain the confidentiality of the data and information provided by the client. We will also take appropriate measures to prevent unauthorised third parties from gaining knowledge of this information or documents and/or from being able to use this information and documents. Complete protection of data and information secrets or other confidential information cannot be guaranteed due to the electronic transmission of texts and data as well as other forms of electronic communication that take place between the client, us and any vicarious agents, as the possibility of unauthorised third parties gaining access to the transmitted texts by electronic means cannot be excluded. If the data and information provided by the client are the subject of a confidentiality agreement, this data shall be treated in accordance with this confidentiality agreement. The client is obliged to describe the corresponding requirements in detailed written instructions when placing the order and, if necessary, to provide the programs, codes and passwords that are to be used. The confidentiality obligation ceases to apply as soon as the confidential information becomes public knowledge and hence enters the public domain or if the confidential information was already known to us.
10. DATA PROTECTION
The client hereby agrees that their data may be stored and processed in accordance with data protection regulations.
11. RIGHT OF WITHDRAWAL
Consumers have a statutory right of withdrawal when concluding a distance-selling transaction; this means that you have the right to cancel the contract within 14 days without giving any reason. The deadline for withdrawal is 14 days from the time of placing the order. To exercise your right of withdrawal, please inform us of your decision to cancel the contract by making a clear declaration (for example, by letter or email). Please state your full name, the order date and the price. You can use this sample withdrawal form for this purpose. You must notify us that you are exercising your right of withdrawal before the deadline for withdrawal expires.
CONSEQUENCES OF WITHDRAWAL
If you withdraw from the contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of any additional costs arising from your selection of a form of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event no later than 14 days from the day on which we receive your notification informing us of your decision to withdraw from the contract. We will make this reimbursement using the same means of payment that you used for the original transaction unless we have expressly agreed other arrangements with you; under no circumstances will you be charged any fees for this reimbursement. If you have requested that the services are to commence before the deadline for withdrawal, you must pay us a reasonable amount that corresponds to the proportion of the services already provided up to the point in time that you inform us that you are exercising your right of withdrawal in respect of the contract in relation to the total scope of the services provided for under the contract.
12. RETENTION OF TITLE AND COPYRIGHT
SprachUnion, owned by András Drencsényi, holds the copyright to the translation in all cases. The deliverable including all pending rights remains our property until all existing claims against the client have been settled in full. The client does not acquire the right to use the translation until after full payment has been made.
13. MALFUNCTIONS, FORCE MAJEURE, CLOSURE AND RESTRICTION OF OPERATIONS, NETWORK AND SERVER ERRORS, VIRUSES
If the delivery date cannot be met due to force majeure or other reasons (traffic disruptions, power supply failure, sudden illness, strikes, riots, acts of war or other operational disruptions) for which we are not responsible, we are entitled to either withdraw from the contract, in whole or in part, or to demand a reasonable grace period from the client. The same applies if we are forced to close or limit our operations, in particular our online service, whether in whole or in part, on particular days or for a certain period of time for an important reason. We are also not liable for any damage caused by viruses, Trojans, auto diallers, spam mail or similar data. Our IT systems (network, workstations, programs, files and so forth) are regularly checked for such viruses and data. In the case of file deliveries by remote data transmission (using a modem), email or other forms of remote transmission, the client is responsible for performing a final check for viruses and data integrity on the transmitted data and text files. Electronic transfers are made at the client’s risk. Further rights – in particular claims for damages – are excluded in such cases.
14. TERMINATION
The client may terminate the contract before the completion of the translation work only for good cause. In order to be effective, cancellations must be declared to us in writing. In this case, SprachUnion, owned by András Drencsényi, is entitled to compensation for loss of profit and expenses up to one hundred per cent of the order value.
15. APPLICABLE LAW AND JURISDICTION
All legal relationships between the client and us as well as all claims arising therefrom are governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). If the client is a merchant (Kaufmann), a special fund under public law or a legal entity under public law, the exclusive place of jurisdiction is Chemnitz, Germany.
16. EFFECTIVENESS
The invalidity or ineffectiveness of any provision or provisions of these GTCs, whether from the commencement or arising subsequently, shall not affect the validity of the remaining provisions. In such cases, a valid provision that comes closest to the legal and economic purpose shall be deemed to have been agreed. The German version of these GTCs is the authoritative version.
17. AMENDMENTS TO THE GTCs
These GTCs may be subject to change at short notice. The previous version ceases to be valid upon the publication of a new version. Clients will be informed in writing of any amendments to the GTCs. These shall be deemed to have been accepted if the client does not object in writing within two weeks.